Delhi High Court
Ntt Data Optimal India Delivery ... vs ... on 25 May, 2015
Author: Sudershan Kumar Misra
Bench: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 93/2015
Reserved on 19th May, 2015
Date of pronouncement: 25th May, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391(1) of the Companies Act, 1956
Scheme of Amalgamation of:
NTT Data Optimal India Delivery Services Private Limited
Non-Applicant/Transferor Company
WITH
NTT Data Global Delivery Services Private Limited
Applicant/Transferee Company
Through Mr. Mukesh Sukhija,
Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This Application has been filed under Section 391(1) of the Companies Act, 1956, by the applicant/transferee company seeking directions of this court to dispense with the requirement of convening the meetings of its equity shareholders, secured and unsecured creditors to consider and approve with or without modification, the proposed Scheme of Amalgamation of NTT Data Optimal India Delivery Services Private Limited (hereinafter referred to as the transferor company) with NTT Data Global Delivery Services Private Limited (hereinafter referred to as the applicant/transferee company) .
CA (M) 93/ 2015 Page 1 of 5
2. The registered office of the applicant/transferee company is situated at New Delhi, within the jurisdiction of this Court. However, the registered office of the transferor company is situated at Karnataka, outside the jurisdiction of this Court. Learned counsel for the applicant submits that a separate application will be filed by the transferor company before the court of competent jurisdiction for sanction of Scheme of Amalgamation in respect of the transferor company.
3. The applicant/transferee company was originally incorporated under the Companies Act, 1956 on 19th July, 1989 with the Registrar of Companies, Andhra Pradesh at Hyderabad under the name and style of Sriven Computer Solutions Private Limited. The word 'Private' was deleted from the name of the company w.e.f. 01.07.1997. The company changed its name to Metamor Global Solutions Limited and obtained the fresh certificate of incorporation on 30th September, 1997. Thereafter, the company shifted its registered office from the State of Andhra Pradesh to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 30th April, 1998. The company again changed its name to PSINet Consulting Solutions (India) Limited and obtained the fresh certificate of incorporation on 22nd November, 2000. The company again changed its name to Signaltree Solutions (India) Limited and obtained the fresh certificate of incorporation on 29th March 2001. The company once again changed its name to Keane India Limited and obtained the fresh certificate of CA (M) 93/ 2015 Page 2 of 5 incorporation on 21st March, 2002. The company again changed its name to NTT Data Global Delivery Services Limited and obtained the fresh certificate of incorporation on 27th January 2012. The company finally changed its name to NTT Data Global Delivery Services Private Limited and obtained the fresh certificate of incorporation on 23rd February, 2015.
4. The present authorized share capital of the applicant/transferee company is Rs.25,95,00,000/- divided into 2,59,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.22,62,390/- divided into 2,26,239 equity shares of Rs.10/- each. In addition, due to non-payment of call monies, the applicant/transferee company in the past forfeited its certain partly paid shares and the amount received by the applicant/transferee company on such forfeited shares is Rs.45,000/-. Accordingly, the present total paid- up share capital of the applicant/transferee company including the amount of the forfeited shares is Rs.23,07,390/-.
5. A copy of the Memorandum and Articles of Association of the applicant/transferee company has been filed on record. The audited balance sheet, as on 31st March, 2014, of the applicant/transferee company, along with the report of the auditors, has also been filed.
6. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and CA (M) 93/ 2015 Page 3 of 5 detailed in the application and the accompanying affidavit. It is claimed by the applicants that the proposed amalgamation would result in business synergy and consolidation of these companies into one large company with a stronger asset base. It is further claimed that the proposed amalgamation will result in usual economies of a centralized and a large company including elimination of duplicate work, reduction in overheads, better and more productive utilization of human and other resource and enhancement of overall business efficiency. It will enable these Companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth of their businesses.
7. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the applicant/transferee company shall issue and allot equity shares to the shareholders of the transferor company in the following ratio:-
"01 equity share of Rs.10/- each of the transferee company for every 3390 equity shares of Rs.10/- each held in the transferor company."
8. It has been submitted by the applicant that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant/transferee company.
CA (M) 93/ 2015 Page 4 of 5
9. The Board of Directors of the applicant/transferee company in their meeting held on 24th March, 2015 has unanimously approved the proposed Scheme of Amalgamation. A copy of the resolution passed at the meeting of the Board of Directors of the applicant/transferee company has been placed on record.
10. The applicant/ transferee company has 05 equity shareholders and 02 secured creditors. All the equity shareholders and both the secured creditors have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and secured creditors of the applicant/transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no unsecured creditor of the applicant/transferee company as on 31st March 2015.
11. The Application stands allowed in the aforesaid terms.
Dasti SUDERSHAN KUMAR MISRA, J.
May 25, 2015 CA (M) 93/ 2015 Page 5 of 5